Wellnex Life Agrees to Sell Pain Away for Up to A$21.3 Million

Pain Away Sale Marks Strategic Pivot for Wellnex Life

Wellnex Life Limited (ASX/AIM: WNX) has entered a binding agreement to sell its Pain Away business and assets to Mentholatum Australasia Pty Ltd, a subsidiary of Japan’s Rohto Pharmaceutical Co Ltd, for up to A$21.3 million. The deal includes an upfront payment of A$19.8 million and an earn-out of up to A$1.5 million contingent on Pain Away’s EBITDA performance over the following year.

This transaction is a defining moment for Wellnex Life, enabling the company to convert a flagship brand into cash that will be used primarily to eliminate its entire debt burden of approximately A$10.2 million. The balance of the proceeds will support working capital needs and potentially fund growth initiatives or return capital to shareholders.

Debt Repayment and Balance Sheet Strengthening

The sale proceeds will retire both secured and unsecured borrowings, including loans to former directors that had been due for repayment in August 2026 but were extended to coincide with the transaction completion. This move is expected to leave Wellnex Life debt free, a significant milestone that should enhance financial flexibility and reduce interest burdens.

Remaining funds after debt repayment will be allocated to working capital to support ongoing operations, including settling trade payables and scaling the company’s consumer healthcare and contract manufacturing businesses. The Board has also flagged the possibility of returning surplus capital to shareholders, though no final decision has been made.

Shareholder Approval and Transaction Timeline

Completion of the sale is contingent on customary closing conditions, notably shareholder approval under AIM rules due to the size of the divestment relative to Wellnex Life. While the ASX has advised that no approval is required under its Listing Rules, the company will hold an Extraordinary General Meeting on 8 September 2026 to secure the necessary consents. The parties anticipate closing shortly after this date.

Post-Sale Focus on Contract Manufacturing and Growth

Following the divestment, Wellnex Life will continue operating its liquid soft gel analgesics business, which is supported by its own TGA marketing authorisations. The company’s contract manufacturing segment, described as capital-light with growing international reach, will become the core focus.

The Board aims to scale Wellnex Life toward sustainable profitability and positive free cash flow by expanding existing global partnerships and potentially acquiring established consumer retail brands with proven distribution and attractive margins. This strategy reflects a shift away from brand ownership toward manufacturing and selective brand investments.

Pain Away’s Fit with Mentholatum’s Global Portfolio

Mentholatum Australasia, part of the Rohto/Mentholatum Group, operates internationally across consumer healthcare, personal care, skincare, and eye care sectors. The acquisition of Pain Away aligns well with Mentholatum’s portfolio and values, offering an opportunity to expand a trusted Australian health brand within a global consumer healthcare framework.

Interim Executive Chairman Eric Jiang described the deal as an important step that strengthens Wellnex Life’s balance sheet and provides financial flexibility, while placing Pain Away in the hands of a global group well positioned to support its future development.